Exhibit 3.1
ARTICLES OF AMENDMENT
OF
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
IES UTILITIES INC.
ARTICLE I
The name of the Corporation is IES Utilities Inc.
ARTICLE II
1. Section 1 of Article IV of the Corporation's Articles of Incorporation
is amended by deleting the existing Section 1 of Article IV and by
inserting the following in lieu thereof:
Section 1. The authorized capital stock of the Corporation shall consist
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of 25,927,787 shares, of which 146,406 shares shall be 4.80% Cumulative
Preferred Stock of the par value of $50 each, 120,000 shares shall be
4.30% Cumulative Preferred Stock of the par value of $50 each, 200,000
shares shall be Cumulative Preferred Stock of the par value of $50 each
issuable in series as hereinafter provided, 761,381 shares shall be
Class A Preferred Stock of the par value of $50 each issuable in series
as hereinafter provided, 700,000 shares shall be Cumulative Preference
Stock of the par value of $100 each issuable in series as hereinafter
provided and 24,000,000 shares shall be Common Stock of the par value of
$2.50 each.
2. Section 2 of Article IV of the Corporation's Articles of Incorporation
is amended by inserting the following after the designations, rights,
preferences and conditions of the Cumulative Preferred Stock of the
Corporation (including the designations, rights, preferences and
conditions of the 6.10% Series Cumulative Preferred Stock) but before
the designations, rights, preferences and conditions of the Cumulative
Preference Stock of the Corporation:
Class A Preferred Stock
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This portion of Section 2 of Article IV of these Articles of
Incorporation titled "Class A Preferred Stock" is hereinafter referred
to as the "Class A Part."
I. The Class A Preferred Stock may be issued at any time or from time to
time in any amount, not exceeding in the aggregate (including all shares
of any and all series thereof theretofore issued) the total number of
shares of Class A Preferred Stock hereinabove authorized, as Class A
Preferred Stock of one or more series, as hereinafter provided. All
shares of any one series of Class A Preferred Stock shall be alike in
every particular, each series thereof shall be distinctly designated by
letter or descriptive words, and all series of Class A Preferred Stock
shall rank equally and be identical in all respects except as permitted
by the provisions of Paragraph II of this Class A Part.
II. Authority is hereby expressly granted to and vested in the Board of
Directors at any time or from time to time to issue the Class A
Preferred Stock as Class A Preferred Stock of any series, and in
connection with the creation of each such series to fix by the
resolution or resolutions providing for the issue of shares thereof, the
designations and the preferences and relative, participating, optional
or other special rights, and qualifications, limitations or restrictions
thereof, of such series, to the full extent now or hereafter permitted
by the laws of the State of Iowa, in respect to the matters set forth in
the following subparagraphs (a) to (g), inclusive:
(a) The distinctive designation of such series and the number of shares
which shall constitute such series, which number may be increased or
decreased (but not below the number of shares thereof then outstanding)
from time to time by resolution of the Board of Directors;
(b) The dividend rate per annum of such series, the quarterly payment dates
for dividends on shares of such series, and the date from which
dividends on shares of such series shall be cumulative (hereinafter
called the "date of cumulation"), which date of cumulation shall be
identical for all shares of such series;
(c) The price or prices at which, and the terms and conditions on which, the
shares of such series may be redeemed at the option of the Corporation
(hereinafter called the "optional redemption price");
(d) The amount or amounts payable upon the shares of such series in the
event of voluntary liquidation, dissolution or winding up of the
Corporation;
(e) Whether or not the shares of such series shall be entitled to the
benefit of a sinking fund or a purchase fund to be applied to the
purchase or redemption of shares of such series, and if so entitled, the
amount of such fund and the manner of its application, including the
price or prices at which the shares of such series may be redeemed or
purchased through the application of such fund;
(f) Whether or not the shares of such series shall be made convertible into,
or exchangeable for, shares of any other class or classes or of any
other series of the same or any class or classes of stock of the
Corporation and, if made so convertible or exchangeable, the conversion
price or prices, or the rates of exchange, and the adjustments thereof,
if any, at which such conversion or exchange may be made, and any other
terms and conditions of such conversion or exchange; and
(g) Whether or not the issue of any additional shares of such series, or any
future series in addition to such series, or of any shares of any other
class of stock (except junior stock, as hereinafter in this Class A Part
defined) of the Corporation shall be subject to restrictions and, if so,
the nature thereof.
III. Series.
IV. Out of the net profits or net assets of the Corporation legally
available for dividends the holders of Class A Preferred Stock of each
series shall be entitled to receive, in preference to the Common Stock
but pari passu with any additional class of cumulative preferred stock
heretofore authorized or which may hereafter be authorized pursuant to
the provisions of Paragraph 10 of Section 2 of Article IV of these
Articles of Incorporation, when and as declared by the Board of
Directors, dividends at the per annum rate for such series fixed by the
Board of Directors pursuant to the Paragraph II of this Class A Part,
and no more, payable quarterly on the dates fixed by the Board of
Directors pursuant to said Paragraph II for such series, in each case
from the date of cumulation of such series; and such dividends shall be
cumulative (whether or not in any dividend period or periods there shall
be net profits or net assets of the Corporation legally available for
the payment of such dividends), so that, if at any time full cumulative
dividends, as hereinafter in this Class A Part defined, to the end of
the then current dividend period upon the outstanding Class A Preferred
Stock of all series shall not have been paid or declared and set apart
for payment, the amount of the deficiency shall be fully paid, but
without interest, or dividends in such amount declared on each such
series and set apart for payment, before any sum or sums shall be set
aside for or applied to the purchase or redemption of Class A Preferred
Stock of any series and before any dividend shall be declared or paid
upon or set apart for, or any other distribution shall be ordered or
made in respect of, any junior stock and before any shares of junior
stock shall be purchased, redeemed or otherwise acquired for value
(except in exchange for or with the proceeds of the issue of other
junior stock) by the Corporation.
All dividends declared on the Class A Preferred Stock shall be
declared pro rata so that the amounts of dividends per share declared on
the Class A Preferred Stock of different series shall in all cases bear
to each other the same proportions that the respective dividend rates of
such respective series bear to each other.
V. After full cumulative dividends to the end of the then current dividend
period upon the outstanding Class A Preferred Stock of all series shall
have been paid or declared and set apart for payment, the Corporation
shall set aside as a sinking fund or purchase fund, when and as
required, out of any funds legally available for that purpose, in
respect of each series of Class A Preferred Stock any shares of which
shall at the time be outstanding and in respect of which a sinking fund
or purchase fund for the purchase or redemption thereof has been
provided for in the resolution or resolutions referred to in Paragraph
II of this Class A Part, the sum or sums required by the terms of such
resolution or resolutions as a sinking fund or purchase fund to be
applied in the manner specified therein.
VI. Out of any net profits or net assets of the Corporation legally
available for dividends remaining after full cumulative dividends to the
end of the then current dividend period upon the outstanding Class A
Preferred Stock of all series shall have been paid or declared and set
apart for payment and after the Corporation shall have complied or made
provision for compliance with the provisions of the foregoing Paragraph
V of this Class A Part in respect of any and all amounts then or
theretofore required to be set aside or applied in respect of any
sinking fund or purchase fund mentioned in said Paragraph V, then and
not otherwise, the holders of any junior stock shall, subject to the
provisions hereof and of any resolution or resolutions of the Board of
Directors with respect to any series of Class A Preferred Stock adopted
pursuant to Paragraph II of this Class A Part, be entitled to receive
such dividends as may from time to time be declared by the Board of
Directors.
In the event of the issue of additional Class A Preferred
Stock of any then existing series, all dividends paid on Class A
Preferred Stock of such series prior to the issue of such additional
Class A Preferred Stock and all dividends declared and payable to
holders of record of Class A Preferred Stock of such series on any date
prior to such additional issue shall be deemed to have been paid on the
additional Class A Preferred Stock so issued.
VII. So long as any shares of the Class A Preferred Stock of any series shall
be outstanding, the right of the Corporation to make any distribution on
junior stock, as hereinafter in this Class A Part defined, shall be
subject to the following limitations:
(a) If and so long as the junior stock equity ratio, as hereinafter in this
Class A Part defined, is 20% or more but less than 25%, the Corporation
shall not make, during the twelve months' period ending with and
including the date of any proposed distribution on junior stock,
distributions on junior stock (including the proposed distribution on
junior stock) exceeding in aggregate amount 75% of the consolidated net
income of the Corporation and its subsidiaries, as hereinafter in this
Class A Part defined, for the twelve months' period ending with and
including the second calendar month preceding the date on which the
Board of Directors shall authorize such proposed distribution on junior
stock; and
(b) If and so long as the junior stock equity ratio is less than 20%, the
Corporation shall not make, during the twelve months' period ending
with and including the date of any proposed distribution on junior
stock, distributions on junior stock (including the proposed
distribution on junior stock) exceeding in aggregate amount 50% of the
consolidated net income of the Corporation and its subsidiaries for the
twelve months' period ending with and including the second calendar
month preceding the date on which the Board of Directors shall authorize
such proposed distribution on junior stock.
Voting Rights of Class A Preferred Stock - -
Certain Voting Rights of Class A Preferred Stock as to Directors
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VIII. Except as otherwise required by the statutes of the State of Iowa and as
otherwise provided in this Class A Part, the holders of the Class A
Preferred Stock and the holders of the Common Stock shall vote together
as one class on all matters submitted to a vote of stockholders of the
Corporation, with each share of Class A Preferred Stock and each share
of Common Stock being entitled to one vote. Notwithstanding the
foregoing, if and whenever full cumulative dividends for four (4)
quarterly dividend periods upon any series of Class A Preferred Stock
shall be unpaid, the holders of the Class A Preferred Stock and of other
shares of preferred stock ranking pari passu therewith, voting as a
class, shall be entitled to elect a majority of the total number of
directors, and the holders of Common Stock, voting as a separate class,
shall be entitled to elect the remaining directors. Whenever the right
shall vest in the holders of the Class A Preferred Stock and of other
shares of preferred stock ranking pari passu therewith to elect such
directors, the Board of Directors shall, at least fifteen days prior to
such annual meeting at which such dividends remain accrued and unpaid,
cause to be mailed to each stockholder, at his last known post office
address as shown on the stock records of the Corporation, a notice to
this effect. At all meetings of stockholders where the holders of the
Class A Preferred Stock and of other preferred stock ranking pari passu
therewith shall have such right to elect such directors, the presence in
person or by proxy of the holders of a majority of the aggregate number
of outstanding shares of Class A Preferred Stock shall be required to
constitute a quorum for the election of such directors; further
provided, however, that the absence of a quorum of the holders of Class
A Preferred Stock shall not prevent the election at any such meeting or
adjournments thereof of directors in the usual manner by the holders of
Common Stock if the necessary quorum of the holders of Common Stock is
present in person or by proxy at such meeting. When all dividends
accrued and unpaid on the Class A Preferred Stock shall have been paid
or declared and set apart for payment, holders of Class A Preferred
Stock and of other preferred stock ranking pari passu therewith shall at
the next annual meeting be divested of their rights in respect of such
election of a majority of the directors, and the voting power of the
holders of the Class A Preferred Stock and of other preferred stock
ranking pari passu therewith and the holders of the Common Stock shall
revert to the status existing before the first dividend payment date on
which dividends on the Class A Preferred Stock were not paid in full;
but always subject to the same provisions for vesting such special
rights in the holders of the Class A Preferred Stock and of other
preferred stock ranking pari passu therewith in the event dividends on
the Class A Preferred Stock shall again become accrued and unpaid in an
amount equal to four quarterly dividends. Vacancies among directors
elected by holders of Class A Preferred Stock and of other preferred
stock ranking pari passu therewith during any period for which directors
shall have been so elected shall be filled until the next annual or
special meeting for the election of directors, by the vote of a majority
of the remaining directors elected by the holders of Class A Preferred
Stock and of other preferred stock ranking pari passu therewith.
Vacancies among directors elected by the Common Stock shall be filled by
the vote of a majority of the remaining directors elected by the holders
of Common Stock until the next annual meeting for the election of
directors or special meeting in lieu thereof.
Certain Voting Rights of Class A Preferred Stock
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IX. So long as any shares of the Class A Preferred Stock of any series shall
be outstanding, the Corporation shall not, without the consent by vote
or in writing of the holders of a majority of the shares of the Class A
Preferred Stock of all series at the time outstanding, considered as a
class without regard to series,
(a) Sell all or substantially all its assets or consolidate or merge with or
into any other corporation or corporations, except that no such consent
or vote shall be required if such sale, consolidation or merger or the
issuance or assumption of all securities to be issued or assumed in
connection with such sale, consolidation or merger shall have been
approved, permitted or ordered by the Securities and Exchange Commission
or by any successor commission or by any regulatory authority of the
United States of America having jurisdiction over such sale,
consolidation or merger or the issuance or assumption of securities in
connection therewith; provided, however, that the provisions of this
subparagraph (a) shall not apply to (i) a consolidation of the
Corporation with, or a merger into the Corporation of, any subsidiary
of the Corporation, or (ii) the purchase or other acquisition by the
Corporation of the franchises or assets of another corporation in any
manner which does not involve a consolidation or merger under the laws
of the State of Iowa; the term "subsidiary" as used in this subparagraph
(a) shall mean any corporation all of the outstanding shares of stock of
which (except directors' qualifying shares) at the time shall be owned
directly or indirectly by the Corporation or by a wholly-owned
subsidiary of the Corporation; or
(b) Increase the total authorized amount of Class A Preferred Stock, or
authorize any other preferred stock on a parity therewith with respect
to the payment of dividends or the distribution of assets upon the
dissolution, liquidation or winding up of the Corporation, whether
voluntary or involuntary; or
(c) Issue any additional shares of preferred stock (including the reissuance
of reacquired preferred stock) ranking on a parity with the outstanding
shares of Class A Preferred Stock either as to the payment of dividends
or as to the distribution of assets unless (i) the consolidated gross
income of the Corporation and its subsidiaries (after all taxes
including taxes based on income) for 12 consecutive calendar months
within a period of 15 calendar months immediately preceding the date of
such issuance is equal to at least one and one-half times the aggregate
of all interest charges on indebtedness of the Corporation and its
subsidiaries on a consolidated basis (excluding interest charges on
indebtedness to be retired by the application of the proceeds from the
issuance of such preferred stock) and the annual dividend requirements
on all preferred stock of the Corporation and its subsidiaries on a
consolidated basis (including dividend requirements on all preferred
stock ranking as to dividends or assets prior to or on a parity with the
preferred stock to be issued) which will be outstanding immediately
after the issuance of such preferred stock; and unless (ii) the
aggregate par value, or stated capital represented by the outstanding
shares of the junior stock of the Corporation, including premiums
thereon plus any surplus of the Corporation is equal to at least the
aggregate amount payable in connection with an involuntary liquidation
of the Corporation with respect to all shares of the Class A Preferred
Stock and all shares of stock, if any, ranking prior thereto or on a
parity therewith as to dividends or assets, which will be outstanding
immediately after the issuance of such preferred stock. If for the
purpose of meeting the requirements of clause (c)(ii) immediately
preceding it shall have been necessary to take into consideration any
earned surplus of the Corporation, the Corporation shall not thereafter
pay any dividends on, or make any distributions in respect of, or
purchase or otherwise acquire, junior stock which would result in
reducing the junior stock equity to an amount less than the amount
payable on involuntary liquidation of the Corporation with respect to
all shares of the Class A Preferred Stock and all shares ranking prior
to or on a parity with the Class A Preferred Stock as to dividends and
assets at the time outstanding. If, during the period for which gross
income is to be determined for the purpose set forth in clause (c)(ii)
above, the amount required to be expended by the Corporation pursuant to
a maintenance fund or similar fund established under its mortgage
indenture shall exceed the amount deducted in the determination of gross
income on account of depreciation and maintenance, such excess shall
also be deducted in determining gross income; or
(d) Issue or assume any unsecured notes, debentures or other securities
representing unsecured indebtedness for any purpose other than
(i) the refunding of unsecured indebtedness theretofore
created or assumed by the Corporation and then outstanding;
(ii) the reacquisition, redemption or other retirement of any
indebtedness, whether secured or unsecured, which reacquisition,
redemption or other retirement has been authorized by any state or
federal regulatory authority; or
(iii) the reacquisition, redemption or other retirement of
outstanding shares of one or more series of preferred stock of the
Corporation;
if immediately after such issue or assumption the total principal
amount of all unsecured notes, debentures or other securities
representing unsecured indebtedness issued or assumed by the
Corporation (including unsecured indebtedness then to be issued or
assumed) would exceed twenty per centum (20%) of the aggregate of
(1) the total principal amount of all bonds or other securities
representing secured indebtedness issued or assumed by the
Corporation and then to be outstanding and (2) the par value of, or
stated capital represented by, the shares of all classes of stock of
the Corporation then to be outstanding in the hands of the public,
plus premium on such stock, plus capital surplus, earned surplus and
any other surplus of the Corporation as then to be stated on the
books of account of the Corporation.
X. So long as any shares of the Class A Preferred Stock of any series shall
be outstanding, the Corporation shall not, without the consent by vote
or in writing of the holders of two-thirds of the number of shares of
the Class A Preferred Stock of all series at the time outstanding
considered as a class without regard to series, authorize any class of
stock ranking prior to the Class A Preferred Stock with respect to the
payment of dividends or the distribution of assets upon the dissolution,
liquidation or winding up of the Corporation, whether voluntary or
involuntary.
XI. So long as any shares of the Class A Preferred Stock of any series shall
be outstanding, the Corporation shall not change the express terms and
provisions of the Class A Preferred Stock as to such series so as to
affect such series adversely, without the consent by vote or in writing
of the holders of two-thirds of the number of shares of Class A
Preferred Stock of all series so affected, considered as a class without
regard to series.
Rights of Class A Preferred Stock on
Liquidation, Dissolution or Winding Up
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XII. In the event of any liquidation or dissolution or winding up of the
Corporation the holders of the Class A Preferred Stock of each series
shall be entitled to receive, in preference to the Common Stock, but
pari passu with any additional class of cumulative preferred stock which
may be authorized pursuant to the provisions of Paragraph 10 of
Section 2 of Article IV of these Articles of Incorporation, out of the
assets of the Corporation available for distribution to its
stockholders, before any distribution of assets shall be made to the
holders of any class of junior stock, (i) if such liquidation,
dissolution or winding up shall be involuntary, the sum of fifty dollars
($50) per share plus full cumulative dividends thereon to the date of
final distribution to the holders of the Class A Preferred Stock and
(ii) if such liquidation, dissolution or winding up shall be voluntary,
the amount per share fixed by the Board of Directors pursuant to
Paragraph II of this Class A Part plus full cumulative dividends thereon
to the date of final distribution to the holders of the Class A
Preferred Stock. If upon any liquidation or dissolution or winding up
of the Corporation the net assets of the Corporation shall be
insufficient to pay the holders of all outstanding shares of Class A
Preferred Stock the full amounts to which they respectively shall be
entitled, the holders of shares of Class A Preferred Stock of all series
shall share ratably in any distribution of assets according to the
respective amounts payable in respect of the shares held by them upon
such distribution if all amounts payable on or with respect to the Class
A Preferred Stock of all series were paid in full. Neither the merger
nor consolidation of the Corporation into or with any other corporation,
nor the merger or consolidation of any other corporation into or with
the Corporation, nor a sale, transfer or lease of all or any part of the
assets of the Corporation, shall be deemed to be a liquidation,
dissolution or winding up of the Corporation.
Certain Definitions
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XIII. As used in this Class A Part, the following terms have the following
meanings:
The term "consolidated net income of the Corporation and its
subsidiaries" shall mean the consolidated gross earnings of the
Corporation and its subsidiaries from all sources less all proper
deductions for operating expenses, taxes (including income, excess
profits and other taxes based on or measured by income or undistributed
earnings or income), interest charges and other appropriate items,
including provision for maintenance and depreciation, and less all
dividends paid or accrued on the Class A Preferred Stock of the
Corporation which are applicable to the periods in question, and
otherwise determined in accordance with sound accounting practice in use
at the time but determined without deducting any losses, expenses or
provisions charged directly to surplus in accordance with the Uniform
Systems of Accounts prescribed by regulatory commissions having
jurisdiction over the Corporation and its subsidiaries. The amount
deducted for maintenance and depreciation of property of the Corporation
and its subsidiaries shall be at least equal to the aggregate amount
spent for maintenance and provided for depreciation by the Corporation
and its subsidiaries.
The term "consolidated surplus of the Corporation and its
subsidiaries" shall include capital surplus, earned surplus and any
other surplus of the Corporation and its subsidiaries, consolidated in
accordance with sound accounting practice.
The term "distribution on junior stock" shall mean a dividend
(other than a dividend payable in junior stock) or other distribution on
junior stock, a purchase or redemption of junior stock and any other
acquisition for value of junior stock (except in exchange for or with
the proceeds of the issue of other junior stock).
The term "full cumulative dividends" whenever used in this
Class A Part with reference to any share of any series of the Class A
Preferred Stock shall be deemed to mean (whether or not in any dividend
period or any part thereof in respect of which such term is used there
shall have been net profits or net assets of the Corporation legally
available for the payment of such dividends) that amount which shall be
equal to dividends at the rate per share fixed for such series by the
Board of Directors pursuant to Paragraph II of this Class A Part, for
the period of time elapsed from the date of cumulation of such series to
the date as of which full cumulative dividends are to be computed
(including an amount equal to a dividend at such rate for the elapsed
portion of the current dividend period) less, in each case, the amount
of all dividends paid, or deemed paid, upon such stock.
The term "junior stock", whenever used in this Class A Part,
shall mean the Common Stock, Preference Stock and any other class or
classes of stock of the Corporation over which the Class A Preferred
Stock has preference or priority with respect to the payment of
dividends and the distribution of assets upon the dissolution,
liquidation or winding up of the Corporation, whether voluntary or
involuntary.
The term "junior stock equity", whenever used in this Class A
Part, shall mean the aggregate par value of, or stated capital
represented by, the outstanding shares of the junior stock of the
Corporation including premiums thereon plus any surplus of the
Corporation.
The term "junior stock equity ratio" shall mean the ratio,
computed as of the end of the second calendar month preceding the date
of the authorization by the Board of Directors of the proposed
distribution on junior stock and adjusted to reflect the proposed
distribution on junior stock, of
(i) the aggregate par value of, or stated capital represented by, the
outstanding shares of the junior stock, including premiums on junior
stock, plus the consolidated surplus of the Corporation and its
subsidiaries, as hereinafter in this Class A Part defined,
to
(ii) the total capitalization of the Corporation and its subsidiaries, as
hereinafter in this Class A Part defined, plus the consolidated
surplus of the Corporation and its subsidiaries.
The term "total Capitalization of the Corporation and its
subsidiaries" shall mean the aggregate of the principal amount of all
indebtedness of the Corporation and its subsidiaries outstanding in the
hands of the public maturing more than twelve (12) months from the date
of determination of total capitalization of the Corporation and its
subsidiaries, plus the par value of, or stated capital represented by,
the shares of all classes of stock of the Corporation and its
subsidiaries outstanding in the hands of the pubic, plus premium on such
stock plus, in the case of such stock of subsidiaries, any surplus
applicable thereto.
Redemption of Class A Preferred Stock
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XIV. The Class A Preferred Stock of all series, or of any series thereof, or
any part of any series thereof, at any time outstanding, may be redeemed
by the Corporation, at its election expressed by resolution of the Board
of Directors, at any time or from time to time (which time, when fixed
in each case, is herein after called the "redemption date"), upon not
less than thirty (30) days previous notice to the holders of record of
the Class A Preferred Stock to be redeemed, given by mail and by
publication in a newspaper of general circulation in the Borough of
Manhattan, City and State of New York, in such manner as may be
prescribed by resolution or resolutions of the Board of Directors, at
the optional redemption price or prices fixed by the Board of Directors
pursuant to Paragraph II of this Class A Part then applicable to the
Class A Preferred Stock to be redeemed, plus an amount equal to full
cumulative dividends thereon to the redemption date (the aggregate of
which amounts is hereinafter in this Paragraph XIV called the
"redemption price"). If less than all the outstanding shares of the
Class A Preferred Stock of any series are to be redeemed, the redemption
may be made either by lot or pro rata in such manner as may be
prescribed by resolution of the Board of Directors. The Corporation
may, if it so elects, provide moneys for the payment of the redemption
price by depositing the amount thereof for the account of the holders of
Class A Preferred Stock entitled thereto, with a bank or trust company
doing business in the Borough of Manhattan, in the City of New York, and
having capital and surplus of at least Five Million Dollars
($5,000,000), at any time prior to the redemption date (the date of any
such deposit being hereinafter called the "date of deposit"). In such
event, the notice of redemption shall include a statement of the
intention of the Corporation to deposit such amount prior to the
redemption date and the name and address of the bank or trust company
with which the deposit will be made. On and after the redemption date
(unless default shall be made by the Corporation in providing moneys for
the payment of the redemption price), or, if the Corporation shall make
such deposit on or before the date specified therefor in the notice,
then on and after the date of deposit, all dividends on the Class A
Preferred Stock thereby called for redemption shall cease to accrue and,
notwithstanding that any certificate for shares of Class A Preferred
Stock so called for redemption shall not have been surrendered for
cancellation, the shares represented thereby shall no longer be deemed
to be outstanding and all rights of the holders thereof as stockholders
of the Corporation shall cease and terminate, except the right to
receive the redemption price as hereinafter provided and except any
conversion or exchange rights not theretofore expired. Such conversion
or exchange rights, however, in any event shall cease and terminate upon
the redemption date or upon any earlier date fixed by the Board of
Directors pursuant to Paragraph II of this Class A Part for the
termination of such rights. The Corporation may pay in regular course
any dividends reflected in the redemption price either to the holders of
record on the record date fixed for determination of stockholders
entitled to receive such dividends (in which event, anything herein to
the contrary notwithstanding, the amount so deposited need not include
any dividends so paid or to be paid) or as a part of the redemption
price upon surrender of the certificates for the shares redeemed. On
and after the redemption date or, if the Corporation shall elect to
deposit the moneys for such redemption as herein provided, then on and
after the date of deposit, the holders of record of the Class A
Preferred Stock to be redeemed shall be entitled to receive the
redemption price upon actual delivery to the Corporation or, in the
event of such a deposit, to the bank or trust company with which such
deposit is made, of certificates for the shares to be redeemed (such
certificates, if required, to be properly stamped for transfer and duly
endorsed in blank or accompanied by proper instruments of assignment and
transfer thereof duly endorsed in blank). Any moneys so deposited which
shall remain unclaimed by the holders of such Class A Preferred Stock at
the end of six (6) years after the redemption date shall be paid by such
bank or trust company to the Corporation; provided, however, that all
money so deposited, which shall not be required for such redemption
because of the exercise of any right of conversion or exchange, shall be
returned to the Corporation forthwith. Any interest accrued on moneys
so deposited shall be paid to the Corporation from time to time.
Purchase of Class A Preferred Stock
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XV. The Corporation may, from time to time, subject to the provisions of
Paragraph II of this Class A Part, purchase the whole of the Class A
Preferred Stock or any series thereof, or any part of any series
thereof, upon the best terms reasonably obtainable, but in no event at a
price greater than the then current redemption of the shares so
purchased.
ARTICLE III
In accordance with Section 490.1003 of the Iowa Business
Corporation Act, the shareholders of the Corporation approved on April
23, 2001, this Amendment by the following votes, with the number of
affirmative votes cast by each voting group entitled to vote separately
on the Amendment being sufficient for approval by such voting group:
Number of Shares Number of Shares Number of
Outstanding and Represented at the Affirmative Votes
Class Entitled to Vote Special Meeting Cast
- ----- ---------------- --------------- ----
Common Stock 13,370,788 13,370,788 13,370,788
4.30%
Preferred Stock 120,000 112,398 112,058
4.80%
Preferred Stock 146,406 91,024 74,877
6.10%
Preferred Stock 100,000 70,609 69,050
ARTICLE IV
These Articles of Amendment shall be effective at 5:00 p.m.,
Central Time, on the 20th day of December, 2001.
Executed on behalf of the Corporation on the 18th day of
December, 2001.
By: /s/ Edward M. Gleason
---------------------
Edward M. Gleason
Vice President-Treasurer and
Corporate Secretary
This instrument was drafted by, and should be returned to, Peter C. Underwood
of Foley & Lardner, 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202.